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By Acquirer Sample Clauses

By Acquirer. To the extent permitted by law, Acquirer will indemnify, defend and hold harmless each Holder against any losses, claims, damages, or liabilities (joint or several) to which such Holder may become subject under the Securities Act, the Exchange Act or other U.S. federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement filed by Acquirer pursuant to this Agreement pursuant to which Registrable Securities are sold, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) the omission or alleged omission to state in such registration statement, preliminary prospectus or final prospectus or any amendments or supplements thereto, a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by Acquirer of the Securities Act, the Exchange Act, any U.S. federal or state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any U.S. federal or state securities law in connection with the offering of Registrable Securities covered by such registration statement; provided however, that the indemnity agreement contained in this Section 12.9(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the written consent of Acquirer (which consent shall not be unreasonably withheld), nor shall Acquirer be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder.
Sample 1See All (5)
By Acquirer. (i) if the Special Committee shall have (x) failed to make, withdrawn, modified or changed in a manner adverse to Acquirer its approval or recommendation of this Agreement or the Merger, (y) shall have made any recommendation with respect to an Acquisition Proposal other than a recommendation to reject such Acquisition Proposal, or (z) shall have executed a letter of intent, agreement in principle or definitive agreement relating to an Acquisition Proposal with a Person other than Acquirer; or (ii) if the Company shall have breached in any material respect any of its covenants or other agreements contained in this Agreement which would result in a failure of any of the conditions set forth in Section 6.2, which breach cannot be or has not been cured on or before the Outside Date; provided, however, that the Acquirer shall not be entitled to terminate this Agreement pursuant to this Section 7.1(f)(ii) where the breach by the Company of any of its covenants or other agreements contained in this Agreement is attributable to any action or inaction on the part of Deutsch or his Affiliates or Associates.
Sample 1Sample 2
By Acquirer. Acquirer shall deliver: (i) to Shareholder (A) a share certificate or certificates in the name of Shareholder or his designees representing the Acquirer Shares, (B) an employment agreement with Shareholder substantially in the form of the attached Exhibit B (the “Employment Agreement”), duly executed by Acquirer, and (C) an Employment Agreement with each of Xxxx Xxxxxxxx and Xxxxxxx Xxxx, duly executed by Acquirer and the respective employees; (ii) to Licensor an Employment Agreement with Wang, duly executed by Acquirer.
Sample 1Sample 2
By Acquirer. Acquirer agrees to indemnify and hold harmless Contributor and its officers, agents, employees, and tenants from and against, and to reimburse Contributor with respect to any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) asserted against or incurred by Contributor by reason of or arising out of: (a) if the transaction hereunder closes, a breach of any representation or warranty of Acquirer set forth in this Agreement; (b) the failure of Acquirer to perform any obligation required by this Agreement to be performed by it; (c) the ownership, maintenance, operation, management and use of the Property after Closing; and (d) as specified in Section 7.5 hereof.
Sample 1
By Acquirer. (i) if the Partnership (1) enters into a definitive agreement or agreement in principle with any Person with respect to a Transaction Proposal or (2) withdraws or adversely modifies its approval of or recommendation of the Partnership Merger following the public announcement of a Transaction Proposal; or (ii) in the event of a material breach or failure to perform in any material respect by the Partnership of any covenant or other agreement contained in this Agreement or in the event of a material breach of any representation or warranty of the Partnership in each case which cannot be or has not been cured within 15 days after the giving of written notice to the Partnership, and, with respect to any representations or warranties not qualified by "Partnership Material Adverse Effect," unless the inaccuracies under such representations and warranties not so qualified, taken as a whole in their entirety, do not in the aggregate result in a Partnership Material Adverse Effect.
Sample 1
By Acquirer. To the extent permitted by law, Acquirer will ----------- indemnify, defend and hold harmless each Rights Holder against any Damages (severally but not jointly) to which such Rights Holder may become subject under the 1933 Act, the 1934 Act or other U.S. federal or state law, insofar as such Damages arise out of or are based upon any of the following statements, omissions or violations (collectively, a "VIOLATION"): (i) any untrue statement or alleged untrue statement of a material fact contained in a Shelf Registration filed by Acquirer pursuant to this Agreement pursuant to which Registrable Securities are sold, including any preliminary prospectus, final prospectus or any amendments or supplements thereto;
Sample 1
By Acquirer. Acquirer agrees to indemnify and hold harmless each Contributor and their respective officers, agents, employees, and tenants from and against, and to reimburse Contributor with respect to any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) asserted against or incurred by Contributor by reason of or arising out of: (a) a breach of any representation or warranty of Acquirer set forth in this Agreement; (b) the failure of Acquirer to perform any obligation required by this Agreement to be performed by it; (c) the ownership, maintenance, operation, management and use of the Property, the Acquired Assets, and/or the Company after Closing; and (d) Acquirer’s access to the Property for the purpose of making such investigations, inspections, tests, assessments, surveys and the like in accordance with Section 7 of this Agreement.
Sample 1
By Acquirer. (i) if the Company (1) enters into a definitive agreement or agreement in principle with any Person with respect to a Transaction Proposal or (2) withdraws or adversely modifies its approval of or recommendation of the Merger following the public announcement of a Transaction Proposal; or (ii) in the event of a material breach or failure to perform in any material respect by the Company of any covenant or other agreement contained in this Agreement or in the event of a material breach of any representation or warranty of the Company in each case which cannot be or has not been cured within 15 days after the giving of written notice to the Company, and, with respect to any representations or warranties not qualified by "Company Material Adverse Effect," unless the inaccuracies under such representations and warranties not so qualified, taken as a whole in their entirety, do not in the aggregate result in a Company Material Adverse Effect.
Sample 1

Related to By Acquirer

  • Property Acquisitions System Agency funds must not be used to purchase buildings or real property. Any costs related to the initial acquisition of the buildings or real property are not allowable.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Consummation of Acquisition The Acquisition shall have been consummated (or shall be consummated substantially contemporaneously) for an aggregate purchase price (excluding assumption of Debt) not exceeding the amount set forth on Schedule 6.2(g) under the heading “Maximum Purchase Price of Target Company” pursuant to documentation satisfactory to the Administrative Agent, no provision of the Merger Agreement shall have been waived, amended, supplemented or otherwise modified in a manner that would have a Company Material Adverse Effect (as defined in the Merger Agreement) or a material adverse effect on the properties, business, operations, prospects or condition (financial or otherwise) of the Borrower and its Restricted Subsidiaries taken as a whole or the ability of the Borrower or any of its Restricted Subsidiaries to perform its obligations under the Loan Documents, the transaction fees and expenses for the Acquisition together with the fees referenced in Section 6.2(e)(iii) shall not exceed the amount set forth on Schedule 6.2(g) under the heading “Maximum Transaction Fees and Expenses of Acquisition”, and the Administrative Agent shall have received (or shall receive substantially contemporaneously) the following documents: (A) if counsel to the Target Company delivers an opinion to the Borrower in connection with Acquisition, a copy of such opinion, accompanied by reliance letters in favor of the Administrative Agent and the Lenders, (B) opinions from such special and local counsel as may be required by the Administrative Agent, (C) documents and other instruments as are customary for transactions of this type or as the Administrative Agent may reasonably request (including, without limitation, the analogous documents required to be delivered in Sections 6.2(b)(ii), (b)(iii), (b)(iv) and (d)(i) with respect to the Target Company, its Subsidiaries and their respective authorization to execute, deliver and perform the Merger Agreement and the transactions contemplated therein, as applicable) and (D) such evidence as the Administrative Agent may reasonably request that the Acquisition does not violate the terms of the High-Yield Note Indenture.

  • Compulsory Acquisition If the Developer fails to transfer or dedicate the Transfer Land or any land forming part of the Essential Infrastructure to the City in accordance with Schedule 3 of this document then the City may compulsorily acquire that land for the amount of

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • Off-Exchange Transactions In some jurisdictions, and only then in restricted circumstances, firms are permitted to effect off-exchange transactions. The firm with which you deal may be acting as your counterparty to the transaction. It may be difficult or impossible to liquidate an existing position, to assess the value, to determine a fair price or to assess the exposure to risk. For these reasons, these transactions may involve increased risks. Off-exchange transactions may be less regulated or subject to a separate regulatory regime. Before you undertake such transactions, you should familiarize yourself with applicable rules and attendant risks.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

  • Acquisition For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization (or, if such Company stockholders beneficially own a majority of the outstanding voting power of the surviving or successor entity as of immediately after such merger, consolidation or reorganization, such surviving or successor entity is not the Company); or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power.

  • No Acquisitions The Company shall not, nor shall it permit any of its Subsidiaries to, (i) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, association or other business organization or division thereof or (ii) other than in the ordinary course of business, otherwise acquire or agree to acquire any assets which, in the case of this clause (ii), are material, individually or in the aggregate, to the Company.

Most Referenced Clauses

Most Referenced Definitions